Page 166 - Tata Chemical Annual Report_2022-2023
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Integrated Annual Report 2022-23                01-83                   84-192                  193-365
                                                                                                                                     Integrated Report       Statutory Reports       Financial Statements
                                                                                                                                                             Corporate Governance Report


           Corporate Governance Report                                                                                             Category and Attendance of Directors:

                                                                                                                                   The category of Directors, attendance at Board Meetings held during the Financial Year (‘FY’) under review, the number of Directorships/
                                                                                                                                   Chairpersonships and Committee positions held by them in other public limited companies and Directorships held by them in other
                                                                                                                                   listed entities as on March 31, 2023 are as follows:
               In a free enterprise, the community is not just another stakeholder in business, but is in fact the very

               purpose of its existence                                                                                             Sr. No.  Name of the Director  No. of Board   Number of Directorships   Number of committee   Directorships in other listed entities
                                                                                            - Jamsetji Tata                                               Meetings   in other public limited   positions held in
                                                                                                                                                        attended in the   companies*  other public limited
                                                                                                                                                         year (Total 6                companies**
                                                                                                                                                          Meetings)  Chairperson  Member  Chairperson Member  Name of the listed entity  Category of
           1.   Company’s Philosophy on Corporate                C and D of Schedule V and clauses (b) to (i) and (t) of                                                                                (including debt listed)  Directorship
               Governance                                        Regulation 46(2) of the SEBI (Listing Obligations and              Non-Executive Non-Independent Directors
                The  Company  strongly  believes  that  having  a  robust   Disclosure Requirements) Regulations, 2015 (‘SEBI        1.  Mr. N. Chandrasekaran   6    7        -       -      -   Tata Motors Limited         NE-NID
               governance structure is the stepping stone for every   Listing Regulations’) as applicable with regard to                Chairman                                                  Tata Steel Limited          NE-NID
                                                                                                                                        (DIN: 00121863)
               milestone ahead. The Company further asserts that good   Corporate Governance.                                                                                                     The Tata Power Company Limited  NE-NID
                                                                                                                                                                                                  The Indian Hotels Company Limited
                                                                                                                                                                                                                              NE-NID
               Corporate Governance fosters long-term corporate goals                                                                                                                             Tata Consumer Products Limited  NE-NID
               and enhances stakeholders’ value. The Company has always   2.  Board of Directors                                                                                                  Tata Consultancy Services Limited  NE-NID
               been committed to the Tata Code of Conduct (‘TCoC’)      Composition of the Board                                     2.  Mr. S. Padmanabhan   6       -        2       -      1               -                 -
               that enunciates and imbibes principles, values and ideals       The Company has an active, experienced, diverse and a    (DIN: 00306299)
               guiding and governing the conduct of all Tata companies   well-informed Board. The Board along with its Committees
               as well as its employees in all matters relating to business.   undertakes its fiduciary duties keeping in mind the interests   Independent Directors
               The Company’s overall governance framework, systems   of all its stakeholders and the Company’s Corporate             3.  Ms. Vibha Paul Rishi   6     -        4       2      2   Asian Paints Limited          ID
               and processes reflect and support its Mission, Vision and   Governance philosophy. The Company has an optimum            (DIN: 05180796)                                           ICICI Bank Limited            ID
               Values and also guide the Company on its journey towards   combination of Executive and Non-Executive Directors                                                                    ICICI Prudential Life Insurance Company   ID
                                                                                                                                                                                                  Limited
               continued success.                                which is in conformity with Regulation 17 of the SEBI Listing                                                                    Piramal Pharma Limited        ID
                                                                 Regulations read with Sections 149 and 152 of the Act. The          4.  Ms. Padmini Khare Kaicker   6  -      5       3      2   Rallis India Limited          ID
                The Company’s business strategies are guided by its   Board periodically evaluates the need for change in its           (DIN: 00296388)                                           Kotak Mahindra Investments Limited      ID
                                                                                                                                                                                                                       ^
               philosophy on Corporate Governance which ensures fiscal   composition and size.                                                                                                    J B Chemicals and Pharmaceuticals Limited  ID
               accountability, ethical corporate behaviour and fairness                                                                                                                           Bosch Limited                 ID
               to all stakeholders comprising regulators, employees,       In terms of Regulation 17 of the SEBI Listing Regulations,                                                             Blue Dart Express Limited     ID
               customers, vendors, investors and the society at large.  at least 50% of the Board should comprise Non-Executive      5.  Dr. C. V. Natraj    6        -        2       -      1   Rallis India Limited          ID
                                                                 Independent Directors with at least one Woman Director.                (DIN: 07132764)
                The  Company  has  adopted  a  Code of Conduct for its   Out of total 9 Directors as on March 31, 2023, the          6.  Mr. K. B. S. Anand   6       1        4       1      3   Borosil Limited               ID
               employees,  Executive  Directors  as  well  as  for  its  Non-  Independent Directors constitute 55.56% of the Board. The   (DIN: 03518282)                                        Lupin Limited                 ID
               Executive Directors including Independent Directors which   Company has 2 Women Directors on the Board as on the said                                                              UFO Moviez India Limited      ID
               suitably incorporates the duties of Independent Directors   date who are holding their office as Independent Directors.                                                            Bharat Forge Limited          ID
               as laid down in the Companies Act, 2013 (‘the Act’). The                                                                                                                           Galaxy Surfactants Limited ^  ID
               Company’s governance guidelines cover aspects mainly       Detailed profile of the Directors is available on the      7.  Mr. Rajiv Dube     6         -        2       1      1   Tata International Limited    ID
                                                                                                                                                                                                                                ID
                                                                                                                                        (DIN: 00021796)
                                                                                                                                                                                                  Tata Investment Corporation Limited
               relating to composition and role of the Board, Chairman   Company’s  website at  https://www.tatachemicals.com/      Executive Directors
               and Directors, Board diversity and Committees of the Board.   DirectorsProfile.htm. The Board met six (6) times during   8.  Mr. R. Mukundan    6      -        2       -      3   Rallis India Limited        NE-NID
                                                                 FY 2022-23 on the following dates:                                     – MD & CEO                                                Tata International Limited  ^  NE-NID
                The Company’s Corporate Governance philosophy has                                                                       (DIN: 00778253)
               been further strengthened through the Tata Business      •  April 29, 2022         •  August 9, 2022                  9.  Mr. Zarir Langrana – ED   6  -        -       -      -               -                 -
               Excellence Model, the Tata Code of Conduct for Prevention                                                                (DIN: 06362438)
               of Insider Trading and the Code of Corporate Disclosure      •  October 27, 2022        •  December 6, 2022         MD & CEO – Managing Director & Chief Executive Officer; ED – Executive Director; NE-NID – Non-Executive Non-Independent Director; ID – Independent Director
               Practices and adoption of Anti-Bribery & Anti-Corruption,      •  February 1, 2023        •  March 31, 2023         *Excludes Directorships/Chairpersonships in private limited companies, foreign companies, companies registered under Section 8 of the Act, Government Bodies
               Anti-Money Laundering and Tata Business and Human                                                                   and Alternate Directorships
               Rights Policies.                                   The gap between two Meetings did not exceed 120 days             **Represents Chairpersonships/Memberships of Audit and Stakeholders Relationship Committees in all public limited companies as required under Regulation
                                                                 and the Meetings were conducted in compliance with all            26(1)(b) of the SEBI Listing Regulations
                The Company has adhered to the requirements      applicable laws. The necessary quorum was present for all         ^Debt listed company
               stipulated under Regulations 17 to 27 read with Para   the Board Meetings.



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